UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file
number 001-42433
NEW ERA ENERGY & DIGITAL, INC.
(Exact name of registrant as specified in its charter)
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (432)695-6997
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock NUAI The Nasdaq Stock Market LLC
Warrants NUAIW The Nasdaq Stock Market LLC
Securities registered pursuant to section 12(g) of the Act:
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
☐ Yes
☒No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes
☒No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes☐
No
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒Yes☐
No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☐
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
At June 30, 2025, the last business day of the registrant’s most
recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates of the
registrant was $12,049,122.
As of March 9, 2026, there were 56,949,545 shares
of common stock of the Company issued and 56,775,187 shares outstanding.
TABLE OF CONTENTS
Page
Cautionary Note Regarding Forward-Looking Statements vi
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 12
Item 1B. Unresolved Staff Comments 33
Item 1C. Cybersecurity 33
Item 2. Properties 34
Item 3. Legal Proceedings 34
Item 4. Mine Safety Disclosures 34
Item 6. [Reserved] 36
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 48
Item 8. Financial Statements and Supplementary Data 48
Item 9A. Controls and Procedures 49
Item 9B. Other Information 49
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 49
PART III 50
Item 10. Directors, Executive Officers and Corporate Governance 50
Item 11. Executive Compensation 56
Item 14. Principal Accounting Fees and Services 64
Item 15. Exhibit and Financial Statement Schedules 65
INDEX TO FINANCIAL STATEMENTS F-1
i
GLOSSARY OF OIL, GAS
AND HELIUM TERMS
The following are abbreviations
and definitions of certain terms commonly used in the oil and gas industry and this document:
Bbl. One
stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.
Bcf. One
billion cubic feet of gas.
BOE. One
stock tank barrel equivalent of oil, calculated by converting gas volumes to equivalent oil barrels at a ratio of 6 thousand cubic feet
of gas to 1 barrel of oil.
BOPD. Barrels
of oil per day.
Btu. British
thermal unit. One British thermal unit is the amount of heat required to raise the temperature of one pound of water by one degree Fahrenheit.
Developed oil and
gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered: (i) through
existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared
to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves
estimate if the extraction is by means not involving a well.
Development project.
A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the
development of a single reservoir or field, an incremental development in a producing field or the integrated development of a group of
several fields and associated facilities with a common ownership may constitute a development project.
Development well.
A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.
Differential.
An adjustment to the price of oil or gas from an established spot market price to reflect differences in the quality and/or location of
oil or gas.
Economically producible.
The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably
expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point
of oil and gas producing activities. The terminal point is generally regarded as the outlet valve on the lease or field storage tank.
Estimated ultimate
recovery (EUR). Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of
that date,
Exploratory well.
A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir.
Generally, an exploratory well is any well that is not a development well, an extension well, a service well or a stratigraphic test well.
Farmout. An
assignment of an interest in a drilling location and related acreage conditional upon the drilling of a well on that location.
Gas. Natural
gas.
Helium.
The element Helium, whether in gaseous or liquid form, or as a component of natural gas.
ii
Helium Majors.
The six large multinational industrial gas companies who collectively control approximately 85% of the World’s Helium supply at
the source, including Air Products and Chemicals, Inc., Air Liquide S.A., Iwatani Corporation of America, Linde PLC, Matheson Tri-Gas
& Messer Group.
MBbl. One
thousand barrels of oil or other liquid hydrocarbons.
MBOE. One
thousand BOE.
Mcf. One
thousand cubic feet of gas or helium.
Mcfd. One
thousand cubic feet of gas per day
MMcfe. One
million cubic feet of gas equivalent.
MMBOE. One
million BOE.
MMBtu. One
million British thermal units.
MMcf. One
million cubic feet of gas or helium.
NYMEX. New
York Mercantile Exchange.
Oil. Crude
oil, condensate, and natural gas liquids.
Operator. The
individual or company responsible for the exploration and/or production of an oil or gas well or lease.
Play. A
geographic area with hydrocarbon potential.
Polymer. A
polymer gel treatment of a well that produces from a water-drive reservoir is intended to reduce excessive water production and increase
oil or gas production. Candidate wells are typically produced from naturally fractured carbonate reservoirs such as dolomites and limestone
in mature fields. Successful treatments are also run in certain types of sandstone reservoirs. Other practical applications of polymer
gels include the treatment of waterflood injection wells to correct channeling or change the injection profile, to improve the ability
of the injected fluids to sweep the producing wells in the field, making the waterflood more efficient and allowing the operator to recover
more oil in a shorter period of time.
Probable reserves. Probable
reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than
proved reserves. Probable reserves were assigned to areas of the reservoir adjacent to proved reserves based on analogy and geology.
Proved Helium reserves.
The quantities of helium, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically
producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government
regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably
certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the helium must
have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
iii
Proved undeveloped
Helium reserves. Proved Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing
wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those directly offsetting
development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that
establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having proved
undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless
the specific circumstances justify a longer time. Estimates for proved undeveloped reserves are not attributed to any acreage for which
an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective
by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable
certainty.
Proved oil and
gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering
data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under
existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to
operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods
are used for estimation. The project to extract the hydrocarbons must have commenced, or the operator must be reasonably certain that
it will commence the project, within a reasonable time.
The area of the reservoir
considered as proved includes all of the following:(i) the area identified by drilling and limited by fluid contacts,
if any; and (ii) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with
it and to contain economically producible oil and gas on the basis of available geoscience and engineering data.
In the absence of data
on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons as seen in a well penetration unless
geoscience, engineering, or performance data and reliable technology establish a lower contact with reasonable certainty.
Where direct observation
from well penetrations has defined a highest known oil elevation and the potential exists for an associated gas cap, proved oil reserves
may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable
technology establish the higher contact with reasonable certainty.
Reserves which can be
produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included
in the proved classification when: (i) successful testing by a pilot project in an area of the reservoir with properties no more
favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir or other
evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was
based; and (ii) the project has been approved for development by all necessary parties and entities, including governmental entities.
Existing economic conditions
include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during
the twelve-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of
the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding
escalations based upon future conditions.
Proved reserve
additions. The sum of additions to proved reserves from extensions, discoveries, improved recovery, acquisitions, and revisions
of previous estimates.
iv
Reserves. Reserves
are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date,
by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation
that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or
related substances to market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent
reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible.
Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence
of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable
resources from undiscovered accumulations).
Reserve additions. Changes
in proved reserves due to revisions of previous estimates, extensions, discoveries, improved recovery, and other additions and purchases
of reserves in-place.
Reserve life. A
measure of the productive life of an oil or gas property or a group of properties, expressed in years.
Royalty interest. An
interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased
acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling
or operating the wells on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of
the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold
in connection with a transfer to a subsequent owner.
Standardized measure. The
present value, discounted at 10% per year, of estimated future net revenues from the production of proved reserves, computed by applying
sales prices used in estimating proved oil and gas reserves to the year-end quantities of those reserves in effect as of the dates
of such estimates and held constant throughout the productive life of the reserves and deducting the estimated future costs to be incurred
in developing, producing, and abandoning the proved reserves (computed based on year-end costs and assuming continuation of existing
economic conditions). Future income taxes are calculated by applying the appropriate year-end statutory federal and state income
tax rates with consideration of future tax rates already legislated, to pre-tax future net cash flows, net of the tax basis of the properties
involved and utilization of available tax carryforwards related to proved oil and gas reserves.
Tier 1. Tier
1 has the same meaning as Helium Majors.
Tier 2. Tier
2 means to all of the other, smaller industrial gas companies around the World who are not included among the Helium Majors.
Undeveloped oil
and gas reserves. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new
wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled
acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled,
unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
Undrilled locations can
be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled
within five years, unless the specific circumstances justify a longer time. Under no circumstances shall estimates for undeveloped
reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated,
unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence
using reliable technology establishing reasonable certainty.
Working interest. An
interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and gas from the leased acreage
and requires the owner to pay a share of the costs of drilling and production operations.
v
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K (this “Report”) contains
“forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this prospectus,
the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking
statements. Such statements, include, but are not limited to, statements contained in this Report relating to our business strategy, our
future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations
and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ
materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of
assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors
that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:
● our ability to construct, develop, lease and maintain our flagship project;
● general business and economic conditions;
● environmental history, remediation, and associated risks;
● our ability to respond to price fluctuations and rapidly changing technology;
● the impact of tariffs and global trade disruptions on us and our tenants;
● the degree and nature of our competition;
● our failure to generate sufficient cash flows to service indebtedness;
● increases and volatility in interest rates;
Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Factors or events that could cause our actual results to differ may
emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity,
performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend
to update any of the forward-looking statements to conform these statements to actual results.
vi
PART I
Item 1. Business.
Overview
New Era Energy & Digital, Inc. (the “Company”
or “NUAI”) was initially incorporated in the State of Delaware on November 5, 2020 under the name Roth CH Acquisition V Co.,
which was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more target businesses. Roth CH Acquisition V Co. consummated an initial public offering,
after which its securities began trading on the Nasdaq on December 1, 2021. In December 2024, Roth CH Acquisition V Co. merged with and
into Roth CH V Holdings, Inc., a Nevada corporation and a wholly owned subsidiary of Roth CH Acquisition V Co., formed on June 24, 2024,
for the sole purpose of reincorporating Roth CH Acquisition V Co. into the State of Nevada, with Roth CH V Holdings, Inc. surviving such
merger.
Immediately following the reincorporation, the
Company completed its business combination (the “Business Combination”) with New Era Helium Corp., a Nevada corporation, pursuant
to that certain Business Combination Agreement and Plan of Reorganization, dated as of January 3, 2024 (as amended on June 5, 2024, August
8, 2024, September 11, 2024, and September 30, 2024, the “BCA”), by and among New Era Helium Corp., Roth CH Acquisition V
Co., Roth CH V Holdings, Inc., and Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Roth CH Acquisition
V Co. The Company subsequently changed its name to “New Era Helium, Inc.” and later to “New Era Energy & Digital,
Inc.”
We are a vertically-integrated developer and operator
of next-generation digital infrastructure and integrated power assets accelerating speed-to-power for advanced artificial intelligence
(“AI”) hyperscalers. In the second half of 2025, we executed a strategic pivot from our legacy natural gas operations to focus
exclusively on developing data center campuses where power, land, and connectivity can be assembled and delivered on accelerated timelines.
Our mission is to deliver speed-to-power by converging behind-the-meter power flexibility with data center development capabilities. Our
primary strategy is to aggregate and entitle “Powered Land” and to develop “Powered Shells” and build-to-suit
assets in power-advantaged markets, beginning with the Permian Basin, which benefits from energy abundance, regulatory clarity, and fiber
connectivity.
We are initially focused on our flagship project,
Texas Critical Data Centers (“TCDC”), a 438-acre campus in Ector County, Texas, designed to support over 1 gigawatt (“GW”)
of potential compute capacity through phased development, with projected power delivery beginning as early as the end of 2027. We believe
our proximity to major natural gas pipelines, fiber networks and CO2 pipelines will provide us with the ability to serve our
customers lower transmission costs and best-in-class uptime for purposes of reliably generating AI compute to capitalize on the AI revolution.
We intend to execute through partnering across engineering, construction, procurement, power generation and sustainability with a world-class
developer partner to provide our hyperscaler tenants with certainty of execution and speed-to-power.
Industry Background and Market Opportunity
Intense demand for compute and data center infrastructure is growing
as AI training and inference, high-performance computing (“HPC”), and public cloud services expand at a rapid pace. Developers
and operators compete on their ability to secure and deliver power, compress time-to-operation, provide reliable network connectivity,
and meet operational, regulatory, and environmental standards. Power demand from AI and data centers is rising sharply, creating localized
reliability and interconnection bottlenecks while accelerating utility capex and private energy investments; with global data center electricity
usage to roughly double by 2030 according to the International Energy Agency, with AI as the primary driver. Behind-the-meter and
co-located power solutions—from natural-gas turbines and batteries to nuclear power purchase agreements, small modular reactors,
geothermal, and large commercial and industrial rooftop solar plus storage—are rapidly advancing to bridge grid constraints and
provide firm, flexible supply. Industry participants continually highlight sustained, dramatic growth in both current and future
power requirements per rack, with long grid interconnection queues, strained transmission capacity on the public grid, limited availability
and significant backlog for key power equipment and long-lead time items such as gas turbines and transformers as limiting the pace at
which new compute can be built and energized. In this environment, the industry has increasingly emphasized sites with secured power and
entitlements—“Powered Land”—with increasing interest on in behind-the-meter generation to reduce dependence on
lengthy grid delivery timelines. Additionally, as regulatory scrutiny and public pressure on data centners and their usage of raw materials
and power increases, we believe hyperscalers and other private AI providers will look to behind-the-meter solutions to secure power off
the grid. Market participants have also introduced models that combine on-site natural gas generation with grid interconnects to provide
reliable, dispatchable power for AI clusters. We believe these dynamics support opportunities for power-centric development in resource-advantaged
regions like West Texas.
The Southwestern United States, including West
Texas and adjacent markets, offers characteristics that align with these trends: proximity to abundant natural gas supply and established
pipeline corridors; an industrial permitting and right-of-way ecosystem; competitive wholesale power markets with active development;
expansive land availability; and growing long-haul and regional fiber connectivity. Dry climate conditions can support certain cooling
approaches where appropriate, and the region’s existing energy workforce and infrastructure can facilitate large-scale site development.
These attributes support the case for power-centric data center development focused on accelerated time-to-operation and scalable expansion.
1
Our Solutions and Services
To address the diverse needs of the compute market,
we have adopted a bifurcated product strategy. We address the speed-to-power constraint through two primary offerings designed for hyperscalers,
cloud providers, and qualified developers:
Target Tenant Profile and Credit Strategy
Our initial leasing efforts are rigorously focused
on securing investment grade hyperscalers (e.g., major cloud providers and capitalization-weighted technology firms). We view these tenants
as foundational to our capital strategy. Securing long-term, contracted cash flows from these counterparties is a prerequisite for stabilizing
our asset base and accessing favorable debt financing terms for our project-level entities.
Following the stabilization of our initial phases
with investment grade tenants, we intend to diversify our tenant base to include higher-yield, higher-risk counterparties. This expanding
cohort may include specialized graphics processing unit (“GPU”) cloud providers, sovereign AI clouds, and venture-backed AI
startups. We believe that blending these higher-yielding tenants into a portfolio anchored by investment grade credit will allow us to
optimize our weighted average return on invested capital while maintaining an acceptable risk profile.
Our Growth Strategies
2
Leasing Structure
We intend to commercialize our portfolio through
long-term, triple-net lease agreements structured to deliver a targeted yield on cost. This pricing mechanism is designed to protect the
Company’s operating margins by passing through all operating expenses—including taxes, insurance, and routine maintenance—directly
to the tenant. Critically, our leases will treat power consumption as a pass-through expense or a direct tenant obligation, insulating
our balance sheet from volatility in commodity fuel pricing. We believe this structure aligns our financial interests with those of our
tenants, ensuring that we achieve our return thresholds based on the development capital deployed while providing tenants with transparency
and operational control.
Capitalization and Financing Framework
There is significant project-level capital interest
in data center and digital infrastructure, reflected in active participation by infrastructure funds, pension investors, insurance companies,
and banks pursuing construction and term financing for contracted campuses. Capital typically targets long-duration, investment-grade
counterparty exposure, visible energization milestones, and standardized delivery packages. At the asset level, we intend to structure
non-recourse or limited-recourse facilities sized to contracted cash flows, with hedging, construction-period support, and customary security
over project assets. Debt and equity capital will be raised directly into ring-fenced asset companies rather than at the corporate level.
This structure is designed to isolate development and operational risks, preventing cross-collateralization issues and protecting the
parent company’s balance sheet.
Strategic Partnerships
We have engineered a “hybrid” power
delivery model that leverages both existing regional infrastructure and dedicated on-site generation to ensure redundancy and scalability.
We leverage specialized partners to execute complex
development while maintaining a lean organizational footprint:
3
Our Community
We recognize that sustainable water access is
a critical constraint for data center development in the Permian Basin. Accordingly, we have developed a resilient water sourcing strategy
that minimizes impact on municipal potable supplies.
Legal Proceedings
From time to time, we and certain of our officers, directors, and employees
are subject to legal proceedings and claims that arise in the ordinary course of business. Recently, the New Mexico Attorney General filed
a civil action in the Santa Fe, New Mexico naming, among others, our Chief Executive Officer, E. Will Gray II, and certain affiliated
entities, alleging a scheme related to transferring oil and gas wells and purportedly avoiding plugging and abandonment obligations; the
complaint seeks civil penalties, damages, and injunctive relief including business restrictions until inactive wells are remediated. The
lawsuit was filed on December 23, 2025. Mr. Gray and the Company intend to vigorously defend themselves against these claims. See Item
3. “Legal Proceedings” for additional information.
Regulation
We are subject to laws and regulations in the jurisdictions in which
we operate, including those related to land use and zoning, environmental permitting, health and safety, energy and utility interconnections,
and industry-specific requirements, including but not limited to the Clean Water Act and National Environmental Policy Act (“NEPA”).
We monitor developments that could affect our operations and may adjust our practices to address changes in law or guidance.
In particular, our operations in Texas, including our TCDC project, are subject to evolving regulations, including Senate Bill 6 (“SB
6”), which may increase our costs and operational complexity. SB 6 imposes new requirements on “large load” customers
(defined as facilities drawing 75 megawatts (“MW”) or more). Under SB 6, we may be required, among other things, to share
in the costs of transmission upgrades, which were previously socialized across the rate base. While we plan to utilize behind-the-meter
generation to mitigate these risks, any regulatory restriction on our ability to interconnect with the Electric Reliability Council of
Texas grid could limit our ultimate grid redundancy and make our campus less attractive to hyperscale tenants.
Additionally, we are subject
to regulations affecting our Legacy Assets (as defined herein). Such rules include environmental, health and safety laws such as the Clean
Air Act, the Resource Conservation and Recovery Act, the Safe Drinking Water Act, the Clean Water Act, the Pipeline and Hazardous Materials
Safety Administration rules, the Emergency Planning and Community Right-to-Know Act, the Occupational Health and Safety Act, and NEPA,
amongst others (and their state counterparts).
Our Legacy Assets and Reserve Report
Previously, we were an exploration and production
company whose primary operations included the exploration, development and production of helium, natural gas, oil and natural gas liquids.
We sourced helium produced in association with natural gas reserves located in Chaves County, New Mexico. We currently own and operate
137,000 acres in Southeast New Mexico and have 15,097 MMcfe of proved hydrocarbon reserves (our “Legacy Assets”). We intend
to explore the sale of all or substantially all of our Legacy Assets to one or more third parties and we focus on our core mission of
constructing and operating digital infrastructure assets.
The annual reserve report as of December 31, 2025 and dated March 4, 2026 (the “Appraisal Report”) prepared by MKM Engineering,
a firm providing consulting services in the oil and gas industry, contains estimates of Solis Partners, LLC’s (“Solis Partners”)
proved and forecasts of the resulting economics attributable to Solis Partner’s properties in Chaves County, New Mexico. MKM Engineering
prepared the Appraisal Report for the Company’s use in filing with the SEC and contains such assumptions, data, methods and procedures
determined by MKM Engineering as appropriate for the purpose of preparing such Appraisal Report.
Our internal controls for the preparation of annual
reserve reports require the report to be prepared by a qualified independent third-party reserve consultant qualified in the preparation
of SEC Reserve Reports. The Appraisal Report was prepared by Michele K. Mudrone of MKM Engineering.
Michele Mudrone, a License Professional Engineer
in the State of Texas, is a graduate of the Colorado School of Mines with a degree in Petroleum Engineering. She has been a practicing
consulting petroleum engineer at MKM Engineering since 2011 and has over 35 years of prior industry experience.
As part of our internal controls the Appraisal
Report has also been reviewed by NUAI’s Chief Executive Officer and Operations Manager.
4
To prepare the annual reserve estimates in the
Appraisal Report, the Company and MKM Engineering employed a number of industry technologies to evaluate and determine the annual reserves
and establish the appropriate level of certainty of the reserve estimates.
These technologies included: (i) well log evaluation and analysis,
(ii) petrophysical analysis of the ABO, (iii) monthly production data for all Pecos Slope wells, (iv) decline curve analysis and forecasting
of future production, (v) sampling and audit of helium content in 315 wells to establish helium content by field development areas of
the Pecos Slope ABO field, (vi) analysis of historical well file data including drilling & completion data and frac job designs used
to date, (vii) monthly revenue statements to evaluate actual product prices received and (viii) the Company’s monthly lease operating
expense data.
Proved and Probable Reserves
The following table is a summary of proved oil and natural gas reserves
at December 31, 2025:
Oil NGL Gas
(MBbl) (MBbl) (MMcf) MMcfe
Proved Undeveloped - - - -
The following table is a summary of proved oil and
natural gas reserves at December 31, 2024:
Oil NGL Gas
(MBbl) (MBbl) (MMcf) MMcfe
The following table is a summary of probable oil and natural gas reserves
at December 31, 2024:
Oil NGL Gas
(Bbl) (Bbl) (Mcf) Mcfe
Probable Developed - - - -
At December 31, 2025, there were no probable oil
and natural gas reserves. The estimates of probable reserves have not been adjusted for uncertainty, and therefore they may not be comparable
with, and should not be summed arithmetically with estimates for proved reserves.
5
The following table reflects changes in the Company’s proved
undeveloped oil and gas reserves:
Well Oil NGL Gas
Count MBbl MBbl (MMcf) (MMcfe)
Reserves at Dec. 31, 2021 - - - - -
Improved Recovery - - - - -
Technical revisions - - - - -
Acquisitions - - - - -
Discoveries - - - - -
Dispositions - - - - -
Economic factors - - - - -
Production - - - - -
Improved Recovery - - - - -
Acquisitions - - - - -
Discoveries - - - - -
Dispositions - - - - -
Economic factors - - - - -
Production - - - - -
Extensions - - - - -
Improved Recovery - - - - -
Acquisitions - - - - -
Discoveries - - - - -
Dispositions - - - - -
Production - - - - -
Extensions - - - - -
Improved Recovery - - - - -
Acquisitions - - - - -
Discoveries - - - - -
Dispositions - - - - -
Economic factors - - - - -
Production - - - - -
Reserves at Dec. 31, 2025 - - - - -
As the Company’s reserve profile is predominantly natural gas,
an equivalent mcf is used in the table above. The conversion is calculated by multiplying the oil and NGL barrels by six to arrive at
an equivalent mcf. This calculation is based on one barrel of crude oil having approximately the same energy content as six mcf of gas.
6
The extensions during 2022 were added primarily due to the planned
acquisition, construction and installation of a gas processing facility and a gathering system which made these wells economic. In addition,
through the Company’s planned efforts to raise capital through project and equity financing, and expected future cash from operations,
the Company expected to be able to fund the drilling of these locations and complete the drilling within 5 years.
The technical revisions noted in the above table
during 2025 were related to a change in Company strategy. The technical revision noted in the above table during 2024 were related to
well performance. The technical revisions noted in the above table during 2023 were a result of a delay in the drilling program which
was due to a delay in the start of operations of the Pecos Slope Gas Plant. None of the revisions were related to changes in product prices
or costs.
During the years ended 2022, 2023, 2024, and 2025 no proved undeveloped
reserves were converted into proved developed reserves.
Due to a change in Company strategy, the Company no proved undeveloped
hydrocarbon reserves and proved undeveloped helium volumes as of December 31, 2025. In prior years, all proved undeveloped hydrocarbon
reserves and proved undeveloped helium volumes were scheduled to be developed within 5 years of the date they were first reported. In
addition, we had material amounts of probable undeveloped hydrocarbon reserves and probable undeveloped helium volumes that were to be
developed beginning in 2029 and beyond. As of December 31, 2025, the Company had no probable undeveloped hydrocarbon reserves and probable
undeveloped helium volumes. The timing of the development of these hydrocarbon reserves and helium volumes in prior years were scheduled
in order to maintain the nameplate capacity of 20,000 MCF/day of inlet gas for our owned and operated Pecos Slope Gas Plant over the useful
life of the plant. The development schedule was also allow us to fulfill the terms of our two 10-year helium contracts. As of December
31, 2025, our two 10-year helium contracts had expired.
Oil and Gas Production Volumes, Prices and Costs
The following table is a summary of oil and natural gas production
sold:
Oil NGL Gas
(Bbl) (Bbl) (Mcf) Mcfe
The following table is a summary of average sale prices received and
average production costs per Mcfe, excluding ad valorem and severance tax:
Oil NGL Gas Production Cost
$per $per $per $per
Bbl Bbl Mcf Mcfe
Gas prices noted in the above table are net of
processing and transportation costs of $1.68, $2.12, $1.42, $1.16 and $1.99 for the years ended December 31, 2021, 2022, 2023, 2024 and
2025, respectively.
7
Drilling and Other Exploratory and Development Activities
The Company has drilled no exploratory or development
wells during the years ended December 31, 2021, 2022, 2023, 2024 and 2025. In addition, the Company currently has no wells in the process
of being drilled. The Company has engaged a third party to construct a processing plant. This plant is currently under construction.
Oil and Gas Properties, Wells, Operations, and Acreage
The following table is a summary of productive wells and acreage as
of December 31, 2025:
Gross Net
Oil wells - -
The numbers in the table above indicated as gross represent wells or
acreage in which the company owns a working interest. The numbers in the table above indicated as net represent the Company’s fractional
ownership working interest in gross wells or acreage.
Seven of the gas wells in the above table have multiple completions.
All of the developed and undeveloped acreage in the above table is
held by production.
The Company has acquired all of its interests in acreage and wells
from acquisitions. In all of its acquisitions, the Company has been assigned all of the rights, title and interests of its predecessors
in the leases and wells conveyed. This has included all title research, well files and logs, division of interest records, joint operating
agreements and miscellaneous contracts.
The company has not yet commissioned fully updated title opinions on
its leases. We plan to complete this prior to any new drilling undertaken on a lease.
Intellectual Property
We rely on trademark and trade secret laws, as well as employee and
third-party non-disclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual
property rights, including with respect to our proprietary rights related to our products.
8
As of the date of this Report, we have the following trademarks:
Trademark Country Date of registration Registration No.
We believe that the trademarks that we use in our business are important
for building our brand image and brand recognition. Therefore, we intend to develop marketing strategies, including advertising and branding
campaigns, accordingly.
Employees
As of March 11, 2026, we had 5 employees primarily based in our
Midland, Texas office.
The table below breaks down our full-time personnel by function
as of March 11, 2026:
Number of
Function Employees % of Total
General and Administrative 2 40.0
None of our employees are affiliated with the labor unions.
9
SUMMARY OF RISK FACTORS
Investing in us involves a degree of risk. You
should carefully consider all information in this Annual Report on Form 10-K, including the Management’s Discussion & Analysis
section and the financial statements and related notes, prior to investing in our common stock. These risks and uncertainties include,
but are not limited to, the following:
Risks
Related to Our Business
10
● We face uncertainty and costly compliance with government regulations.
Risks
Related to Tenant Concentration and Leasing
Risks